EX-99.5 10 d860233dex995.htm EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On July 29, 2024, Renasant Corporation (“Renasant”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The First Bancshares, Inc. (“The First”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, The First will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger. Immediately following the Merger, The First’s wholly owned bank subsidiary, The First Bank, will merge with and into Renasant’s wholly owned bank subsidiary, Renasant Bank (the “Bank Merger” and, together with the Merger, the “Mergers”), with Renasant Bank continuing as the surviving bank in the Bank Merger.

The following unaudited pro forma condensed combined financial statements are based on the separate historical financial statements of Renasant and The First and give effect to the merger of Renasant and The First, including pro forma assumptions and adjustments related to the Mergers, as described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 is presented as if the Mergers occurred on March 31, 2024. The unaudited pro forma condensed combined income statements for the year ended December 31, 2023 and the three months ended March 31, 2024 are presented as if the Mergers occurred on January 1, 2023. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the Mergers and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations. The unaudited pro forma condensed combined financial statements do not give effect to other occurrences since March 31, 2024, including the previously announced sale by Renasant of the assets of its insurance subsidiary, effective July 1, 2024.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting for business combinations under generally accepted accounting principles in the United States (“GAAP”). Renasant is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of The First to conform to the presentation in Renasant’s financial statements.

A final determination of the fair values of The First’s assets and liabilities, which cannot be made prior to the completion of the Mergers, will be based on the actual net tangible and intangible assets of The First that exist as of the closing date of the Merger. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and other identifiable intangibles, such as the core deposit intangible, could change significantly from those allocations used in the unaudited pro forma condensed combined financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final consideration paid in the Merger will be based on the closing price of Renasant common stock on the date the Merger becomes effective. The closing price of Renasant common stock on July 18, 2024 was used for purposes of presenting the pro forma condensed combined financial information.

In connection with the plan to integrate the operations of Renasant and The First following the completion of the Mergers, Renasant anticipates that nonrecurring charges, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities, will be incurred. Renasant is not able to determine the timing, nature and amount of these charges as of the date of this Current Report on Form 8-K (the “Report”). However, these charges will affect the results of operations of Renasant and The First, as well as those of the combined company following the completion of the Mergers, in the period in which they are recorded. The unaudited pro forma condensed combined income statements do not include the effects of the costs associated with any restructuring or integration activities resulting from the Mergers, as they are nonrecurring in nature and not factually supportable at this time. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration.

The actual amounts recorded as of the completion of the Mergers may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of:

| • |  | changes in the trading price for Renasant’s common stock;

| • |  | net cash used or generated in Renasant’s or The First’s operations between the signing of the Merger Agreement and completion of the Mergers;

| • |  | changes in the fair values of Renasant’s or The First’s assets and liabilities;

| • |  | other changes in Renasant’s or The First’s net assets that occur prior to the completion of the Mergers; and

| • |  | the actual financial results of the combined company.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the Mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates.

The unaudited pro forma condensed combined financial statements should be read together with:

| • |  | the accompanying notes to the unaudited pro forma condensed combined financial statements;

| • |  | Renasant’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023, included in Renasant’s Annual Report on Form 10-K for the year ended December 31, 2023;

| • |  | The First’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023, attached to this Report as Exhibit 99.3;

| • |  | Renasant’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2024 included in Renasant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024; and

| • |  | The First’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2024, attached to this Report as Exhibit 99.4.

Renasant Corporation/The First Banchshares, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

(In thousands, except share and per share data)

|  | As of March 31, 2024 |
|  | Renasant (as reported) |  |  | The First (as reported) |  |  | Merger Pro Forma Adjustments |  |  | Notes |  |  | Pro Forma Company Combined |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 844,400 |  |  | $ | 339,964 |  |  | $ | (92,078 | ) |  |  | (1) |  |  | $ | 1,092,286 |
Securities |  |  | 1,963,597 |  |  |  | 1,711,142 |  |  |  | (48,231 | ) |  |  | (2) |  |  |  | 3,626,508 |
Loans held for sale |  |  | 191,440 |  |  |  | 4,241 |  |  |  | — |  |  |  |  |  |  |  | 195,681 |
Loans, net of unearned income |  |  | 12,500,525 |  |  |  | 5,139,952 |  |  |  | (215,679 | ) |  |  | (3) |  |  |  | 17,424,798 |
Allowance for credit losses on loans |  |  | (201,052 | ) |  |  | (53,959 | ) |  |  | (23,140 | ) |  |  | (4) |  |  |  | (278,151 | )
Net loans |  |  | 12,299,473 |  |  |  | 5,085,993 |  |  |  | (238,819 | ) |  |  |  |  |  |  | 17,146,647 |
Premises and equipment |  |  | 282,193 |  |  |  | 181,194 |  |  |  | 18,500 |  |  |  | (5) |  |  |  | 481,887 |
Other real estate owned |  |  | 9,142 |  |  |  | 6,743 |  |  |  | (500 | ) |  |  | (6) |  |  |  | 15,385 |
Goodwill |  |  | 991,665 |  |  |  | 272,520 |  |  |  | 231,093 |  |  |  | (7) |  |  |  | 1,495,278 |
Core deposit intangibles |  |  | 17,583 |  |  |  | 66,426 |  |  |  | 99,704 |  |  |  | (8) |  |  |  | 183,713 |
Bank-owned life insurance |  |  | 385,186 |  |  |  | 135,148 |  |  |  | — |  |  |  |  |  |  |  | 520,334 |
Mortgage servicing rights |  |  | 71,596 |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  | 71,596 |
Other assets |  |  | 289,466 |  |  |  | 160,388 |  |  |  | 50,897 |  |  |  | (9) |  |  |  | 500,751 |
Total assets |  | $ | 17,345,741 |  |  | $ | 7,963,759 |  |  | $ | 20,566 |  |  |  |  |  |  | $ | 25,330,066 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing |  | $ | 3,516,164 |  |  | $ | 1,836,952 |  |  | $ | — |  |  |  |  |  |  | $ | 5,353,116 |
Interest bearing |  |  | 10,720,999 |  |  |  | 4,873,403 |  |  |  | (2,905 | ) |  |  | (10) |  |  |  | 15,591,497 |
Total deposits |  |  | 14,237,163 |  |  |  | 6,710,355 |  |  |  | (2,905 | ) |  |  |  |  |  |  | 20,944,613 |
Short-term borrowings |  |  | 108,121 |  |  |  | 110,000 |  |  |  | — |  |  |  |  |  |  |  | 218,121 |
Long-term debt |  |  | 428,047 |  |  |  | 123,472 |  |  |  | (8,545 | ) |  |  | (11) |  |  |  | 542,974 |
Other liabilities |  |  | 250,060 |  |  |  | 60,020 |  |  |  | — |  |  |  |  |  |  |  | 310,080 |
Total liabilities |  |  | 15,023,391 |  |  |  | 7,003,847 |  |  |  | (11,450 | ) |  |  |  |  |  |  | 22,015,788 |
Shareholders’ equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock |  |  | 296,483 |  |  |  | 32,468 |  |  |  | 123,555 |  |  |  | (12 | ) |  |  | 452,506 |
Treasury stock, at cost |  |  | (99,683 | ) |  |  | (41,110 | ) |  |  | 41,110 |  |  |  | (13 | ) |  |  | (99,683 | )
Additional paid-in capital |  |  | 1,303,613 |  |  |  | 775,442 |  |  |  | 175,053 |  |  |  | (14 | ) |  |  | 2,254,108 |
Retained earnings |  |  | 978,880 |  |  |  | 313,000 |  |  |  | (427,590 | ) |  |  | (15 | ) |  |  | 864,290 |
Accumulated other comprehensive loss, net of taxes |  |  | (156,943 | ) |  |  | (119,888 | ) |  |  | 119,888 |  |  |  | (16 | ) |  |  | (156,943 | )
Total shareholders’ equity |  |  | 2,322,350 |  |  |  | 959,912 |  |  |  | 32,016 |  |  |  |  |  |  |  | 3,314,278 |
Total liabilities and shareholders’ equity |  | $ | 17,345,741 |  |  | $ | 7,963,759 |  |  | $ | 20,566 |  |  |  |  |  |  | $ | 25,330,066 |

Balance Sheet Merger Pro Forma Adjustments as of March 31, 2024:

(1) Adjustments to cash and cash equivalents: |  |  |  |
To reflect Renasant’s estimated transaction costs including investment banking fees, legal fees, accounting fees, and registration fees |  | $ | (45,072 | )
To reflect The First’s estimated transaction costs including investment banking fees, legal fees, accounting fees, and registration fees |  |  | (45,072 | )
To reflect cash consideration to holders of options on The First’s common stock |  |  | (1,934 | )
|  | $ | (92,078 | )
(2) Adjustments to securities: |  |  |  |
To reflect the estimated fair value of The First’s held-to-maturity securities |  | $ | (45,231 | )
To reflect the redemption of The First’s subordinated debt currently held by Renasant |  |  | (3,000 | )
|  | $ | (48,231 | )
(3) Adjustments to loans, net of unearned income: |  |  |  |
To reflect the estimated fair value of The First’s loan portfolio comprised of an interest rate mark of $189,000 and a credit mark of $77,099, which includes a purchase credit deteriorated (“PCD”) credit mark of $26,985 and a non-PCD credit mark of $50,115 |  | $ | (266,099 | )
To gross up acquired PCD loans and leases for the PCD allowance for credit losses (“ACL”) |  |  | 26,985 |
To eliminate The First’s historical fair value adjustments on previously acquired loans |  |  | 23,435 |
|  | $ | (215,679 | )
(4) Adjustments to allowance for credit losses on loans: |  |  |  |
To eliminate The First’s ACL |  | $ | 53,959 |
To establish the initial ACL reserve |  |  | (77,099 | )
|  | $ | (23,140 | )
(5) Adjustment to premises and equipment: |  |  |  |
To reflect the estimated fair value of acquired premises and equipment |  | $ | 18,500 |
(6) Adjustment to other real estate owned: |  |  |  |
To reflect the estimated fair value of The First’s other real estate owned |  | $ | (500 | )
(7) Adjustments to goodwill: |  |  |  |
To eliminate The First’s goodwill of $272,520 and reflect $503,613 of goodwill for consideration paid in excess of the fair value of The First’s assets acquired and liabilities assumed |  | $ | 231,093 |
(8) Adjustments to core deposit intangibles: |  |  |  |
To eliminate The First’s historical core deposit intangible |  | $ | (66,426 | )
To record an estimate of core deposit intangible assets expected to be amortized over 10 years using the sum of the years digits method |  |  | 166,130 |
|  | $ | 99,704 |
The following table reflects after-tax amortization on the acquired core deposit intangible for the first five years following the date of acquisition |  |  |  |
Year 1 |  | $ | 23,862 |
Year 2 |  |  | 22,669 |
Year 3 |  |  | 20,283 |
Year 4 |  |  | 17,897 |
Year 5 |  |  | 15,511 |
|  | $ | 100,222 |

(9) Adjustment to other assets: |  |  |  |
To reflect the deferred tax effects from fair value adjustments and other purchase accounting adjustments, including transaction costs and provision for credit losses on non-PCD loans; deferred tax adjustments were calculated using the federal statutory rate of 21% adjusted for eligible deductions |  | $ | 50,897 |
(10) Adjustments to interest bearing deposits: |  |  |  |
To eliminate The First’s historical fair value adjustments on previously acquired deposits |  | $ | 649 |
To reflect the estimated fair value adjustments on acquired certificates of deposits |  |  | (3,554 | )
|  | $ | (2,905 | )
(11) Adjustments to long-term debt: |  |  |  |
To reflect the fair value adjustment on The First’s trust preferred securities |  | $ | (4,734 | )
To eliminate the historical discount on The First’s previously acquired trust preferred securities |  |  | 1,766 |
To reflect the fair value adjustment on The First’s subordinated debt |  |  | (4,144 | )
To reflect the redemption of The First’s subordinated debt held by Renasant |  |  | (3,000 | )
To eliminate The First’s issuance costs on subordinated debt |  |  | 1,567 |
|  | $ | (8,545 | )
(12) Adjustments to common stock: |  |  |  |
To eliminate The First’s common stock |  | $ | (32,468 | )
To record the issuance of Renasant common stock to The First’s shareholders at aggregate par value |  |  | 156,023 |
|  | $ | 123,555 |
(13) Adjustment to treasury stock, at cost: |  |  |  |
To eliminate The First’s treasury stock |  | $ | 41,110 |
(14) Adjustments to additional paid-in capital: |  |  |  |
To eliminate The First’s capital surplus |  | $ | (775,442 | )
To reflect the issuance of Renasant capital in excess of par value to The First’s shareholders |  |  | 950,495 |
|  | $ | 175,053 |
(15) Adjustments to retained earnings: |  |  |  |
To eliminate The First’s retained earnings |  | $ | (313,000 | )
To reflect Renasant’s estimated after-tax transaction costs |  |  | (37,500 | )
To reflect The First’s estimated after-tax transaction costs |  |  | (37,500 | )
To reflect the after-tax provision for credit losses on non-PCD loans |  |  | (39,590 | )
|  | $ | (427,590 | )
(16) Adjustment to accumulated other comprehensive loss, net of taxes: |  |  |  |
To eliminate The First’s accumulated other comprehensive loss |  | $ | 119,888 |

Preliminary Purchase Price Allocation (in thousands, except per share data): |  |  |  |
The First’s common shares outstanding at July 18, 2024 (including unvested restricted stock that vests upon change in control) |  |  | 31,204,694 |
Exchange ratio |  |  | 1.00 |
Renasant shares to be issued for The First’s shares |  |  | 31,204,694 |
Price per share, based on the price of Renasant common stock as of July 18, 2024 |  | $ | 35.46 |
Pro forma value of Renasant stock to be issued |  | $ | 1,106,518 |
Cash consideration for The First’s stock options outstanding |  |  | 1,934 |
Total value of consideration |  | $ | 1,108,452 |

|  | March 31, 2024 (as reported) |  |  | Merger Pro Forma Adjustments |  |  | March 31, 2024 (as adjusted) |  |  |  |
Net Assets Acquired: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 339,964 |  |  | $ | — |  |  | $ | 339,964 |  |  |  |  |
Securities |  |  | 1,711,142 |  |  |  | (45,231 | ) |  |  | 1,665,911 |  |  |  |  |
Loans, net |  |  | 5,090,234 |  |  |  | (188,704 | ) |  |  | 4,901,530 |  |  |  |  |
Premises and equipment |  |  | 181,194 |  |  |  | 18,500 |  |  |  | 199,694 |  |  |  |  |
Other intangible assets |  |  | 66,426 |  |  |  | 99,704 |  |  |  | 166,130 |  |  |  |  |
Bank-owned life insurance |  |  | 135,148 |  |  |  | 0 |  |  |  | 135,148 |  |  |  |  |
Other assets |  |  | 439,651 |  |  |  | (247,792 | ) |  |  | 191,859 |  |  |  |  |
Total Assets |  | $ | 7,963,759 |  |  | $ | (363,522 | ) |  | $ | 7,600,236 |  |  |  |  |
LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing |  | $ | 1,836,952 |  |  | $ | — |  |  | $ | 1,836,952 |  |  |  |  |
Interest bearing |  |  | 4,873,403 |  |  |  | (2,905 | ) |  |  | 4,870,498 |  |  |  |  |
Total deposits |  |  | 6,710,355 |  |  |  | (2,905 | ) |  |  | 6,707,450 |  |  |  |  |
Long-term debt |  |  | 123,472 |  |  |  | (5,545 | ) |  |  | 117,927 |  |  |  |  |
Other borrowings |  |  | 110,000 |  |  |  | — |  |  |  | 110,000 |  |  |  |  |
Other liabilities |  |  | 60,020 |  |  |  | — |  |  |  | 60,020 |  |  |  |  |
Total Liabilities |  | $ | 7,003,847 |  |  | $ | (8,450 | ) |  | $ | 6,995,397 |  |  |  |  |
Net Assets Acquired |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 604,839 |
Preliminary Pro Forma Goodwill |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 503,613 |

Renasant Corporation/The First Banchshares, Inc.

Unaudited Pro Forma Condensed Combined Income Statements

(In thousands, except share and per share data)

|  | Three months ended March 31, 2024 |
|  |  |  |  |  |  |  |  |  |  |  |  | Pro Forma |
|  | Renasant |  |  | The First |  |  | Merger Pro Forma |  |  |  |  | Company |
|  | (as reported) |  |  | (as reported) |  |  | Adjustments |  |  | Notes |  | (combined) |
Interest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans |  | $ | 194,698 |  |  | $ | 78,799 |  |  | $ | 14,614 |  |  | (a) |  | $ | 288,111 |
Securities |  |  | 10,700 |  |  |  | 11,248 |  |  |  | 9,651 |  |  | (b) |  |  | 31,599 |
Other |  |  | 7,781 |  |  |  | 1,616 |  |  |  | — |  |  |  |  |  | 9,397 |
Total interest income |  |  | 213,179 |  |  |  | 91,663 |  |  |  | 24,265 |  |  |  |  |  | 329,107 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  |  | 82,613 |  |  |  | 29,413 |  |  |  | (231 | ) |  | (c) |  |  | 111,795 |
Borrowings |  |  | 7,276 |  |  |  | 4,909 |  |  |  | 374 |  |  | (d) |  |  | 12,559 |
Total interest expense |  |  | 89,889 |  |  |  | 34,322 |  |  |  | 143 |  |  |  |  |  | 124,354 |
Net interest income |  |  | 123,290 |  |  |  | 57,341 |  |  |  | 24,122 |  |  |  |  |  | 204,753 |
Provision for credit losses |  |  | 2,438 |  |  |  | — |  |  |  | — |  |  |  |  |  | 2,438 |
Net interest income after provision for credit losses |  |  | 120,852 |  |  |  | 57,341 |  |  |  | 24,122 |  |  |  |  |  | 202,315 |
Noninterest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  |  | 10,506 |  |  |  | 1,875 |  |  |  | (250 | ) |  | (e) |  |  | 12,131 |
Fees and commissions |  |  | 3,949 |  |  |  | 4,195 |  |  |  | (2,278 | ) |  | (f) |  |  | 5,866 |
Insurance commissions |  |  | 2,716 |  |  |  | — |  |  |  | — |  |  |  |  |  | 2,716 |
Wealth management revenue |  |  | 5,669 |  |  |  | — |  |  |  | — |  |  |  |  |  | 5,669 |
Mortgage banking income |  |  | 11,370 |  |  |  | 704 |  |  |  | — |  |  |  |  |  | 12,074 |
Gain on debt extinguishment |  |  | 56 |  |  |  | — |  |  |  | — |  |  |  |  |  | 56 |
Bank-owned life insurance |  |  | 2,691 |  |  |  | 899 |  |  |  | — |  |  |  |  |  | 3,590 |
Other |  |  | 4,424 |  |  |  | 3,514 |  |  |  | — |  |  |  |  |  | 7,938 |
Total noninterest income |  |  | 41,381 |  |  |  | 11,187 |  |  |  | (2,528 | ) |  |  |  |  | 50,040 |
Noninterest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 71,470 |  |  |  | 24,508 |  |  |  | — |  |  |  |  |  | 95,978 |
Data processing |  |  | 3,807 |  |  |  | 615 |  |  |  | — |  |  |  |  |  | 4,422 |
Net occupancy and equipment |  |  | 11,389 |  |  |  | 5,714 |  |  |  | 116 |  |  | (g) |  |  | 17,219 |
Other real estate owned |  |  | 107 |  |  |  | 71 |  |  |  | — |  |  |  |  |  | 178 |
Professional fees |  |  | 3,348 |  |  |  | 1,833 |  |  |  | — |  |  |  |  |  | 5,181 |
Advertising and public relations |  |  | 4,886 |  |  |  | 139 |  |  |  | — |  |  |  |  |  | 5,025 |
Intangible amortization |  |  | 1,212 |  |  |  | 2,385 |  |  |  | 4,789 |  |  | (h) |  |  | 8,386 |
Communications |  |  | 2,024 |  |  |  | 489 |  |  |  | — |  |  |  |  |  | 2,513 |
Other |  |  | 14,669 |  |  |  | 6,179 |  |  |  | — |  |  |  |  |  | 20,848 |
Total noninterest expense |  |  | 112,912 |  |  |  | 41,933 |  |  |  | 4,905 |  |  |  |  |  | 159,750 |
Income before income taxes |  |  | 49,321 |  |  |  | 26,595 |  |  |  | 16,689 |  |  |  |  |  | 92,605 |
Income taxes |  |  | 9,912 |  |  |  | 5,967 |  |  |  | 3,505 |  |  | (i) |  |  | 19,384 |
Net income |  | $ | 39,409 |  |  | $ | 20,628 |  |  | $ | 13,184 |  |  |  |  | $ | 73,221 |
Basic earnings per share |  | $ | 0.70 |  |  | $ | 0.66 |  |  |  |  |  |  |  |  | $ | 0.84 |
Diluted earnings per share |  | $ | 0.70 |  |  | $ | 0.65 |  |  |  |  |  |  |  |  | $ | 0.83 |
Cash dividends per common share |  | $ | 0.22 |  |  | $ | 0.25 |  |  |  |  |  |  |  |  | $ | 0.22 |
Weighted-average commons shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 56,208,348 |  |  |  | 31,475,254 |  |  |  | — |  |  | (j) |  |  | 87,683,602 |
Diluted |  |  | 56,531,078 |  |  |  | 31,630,745 |  |  |  | — |  |  | (j) |  |  | 88,161,823 |

Income Statement Merger Pro Forma Adjustments for the Three Months Ended March 31, 2024:

(a) Adjustments to interest income on loans: |  |  |  |
To eliminate The First’s discount accretion on previously acquired loans |  | $ | (2,627 | )
To reflect estimated accretion of the net discount on acquired loans |  |  | 17,241 |
|  | $ | 14,614 |
(b) Adjustments to interest income on securities: |  |  |  |
To reflect the reinvestment of securities in higher yielding investments at an estimated rate of 5.0% |  | $ | 9,651 |
(c) Adjustments to interest expense on deposits: |  |  |  |
To eliminate The First’s historical amortization on previously acquired time deposits |  | $ | (231 | )
(d) Adjustments to interest expense on borrowings: |  |  |  |
To eliminate The First’s fair value adjustment on previously acquired trust preferred securities |  | $ | (24 | )
To reflect estimated amortization of the premium on acquired trust preferred securities |  |  | 108 |
To eliminate The First’s historical issuance costs on subordinated debt |  |  | (196 | )
To eliminate interest expense on subordinated debt redeemed by Renasant |  |  | (32 | )
To reflect the estimated amortization of the fair value adjustment on acquired subordinated debt |  |  | 518 |
|  | $ | 374 |
(e) Adjustment to service charges on deposit accounts: |  |  |  |
To reflect the estimated loss of fee income from the elimination of consumer nonsufficient funds fees and certain consumer overdraft fees |  | $ | (250 | )
(f) Adjustment to fees and commissions: |  |  |  |
To reflect the estimated loss of pre-tax income resulting from the application of the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 |  | $ | (2,278 | )
(g) Adjustment to net occupancy and equipment: |  |  |  |
To reflect estimated incremental depreciation expense for acquired real estate |  | $ | 116 |
(h) Adjustments to intangible amortization: |  |  |  |
To eliminate amortization of The First’s core deposit intangible |  | $ | (2,385 | )
To reflect the amortization of the core deposit intangible created as a result of Renasant’s acquisition of The First |  |  | 7,174 |
|  | $ | 4,789 |
(i) Adjustment to income taxes: |  |  |  |
To reflect the income tax effects of pro forma adjustments at the estimated statutory federal corporate tax rate of 21%. |  | $ | 3,505 |
(j) Adjustments to basic and diluted weighted average common share outstanding: |  |  |  |
To reflect the elimination of all shares of common stock outstanding of The First and the issuance of Renasant common stock calculated using an exchange ratio of 1:1 |  |  |  |
Basic: |  |  | 31,475,254 |
Diluted: |  |  | 31,630,745 |

Renasant Corporation/The First Banchshares, Inc.

Unaudited Pro Forma Condensed Combined Income Statements

(In thousands, except share and per share data)

|  | Twelve Months Ended December 31, 2023 |
|  |  |  |  |  |  |  |  |  |  |  |  | Pro Forma |
|  | Renasant |  |  | The First |  |  | Merger Pro Forma |  |  |  |  | Company |
|  | (as reported) |  |  | (as reported) |  |  | Adjustments |  |  | Notes |  | (combined) |
Interest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans |  | $ | 716,456 |  |  | $ | 294,541 |  |  | $ | 51,448 |  |  | (a) |  | $ | 1,062,445 |
Securities |  |  | 50,488 |  |  |  | 43,939 |  |  |  | 38,603 |  |  | (b) |  |  | 133,030 |
Other |  |  | 30,375 |  |  |  | 2,453 |  |  |  | — |  |  |  |  |  | 32,828 |
Total interest income |  |  | 797,319 |  |  |  | 340,933 |  |  |  | 90,051 |  |  |  |  |  | 1,228,303 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  |  | 232,331 |  |  |  | 71,359 |  |  |  | 2,794 |  |  | (c) |  |  | 306,484 |
Borrowings |  |  | 45,661 |  |  |  | 20,249 |  |  |  | 1,492 |  |  | (d) |  |  | 67,402 |
Total interest expense |  |  | 277,992 |  |  |  | 91,608 |  |  |  | 4,286 |  |  |  |  |  | 373,886 |
Net interest income |  |  | 519,327 |  |  |  | 249,325 |  |  |  | 85,765 |  |  |  |  |  | 854,417 |
Provision for credit losses |  |  | 15,593 |  |  |  | 14,500 |  |  |  | 50,115 |  |  | (e) |  |  | 80,208 |
Net interest income after provision for credit losses |  |  | 503,734 |  |  |  | 234,825 |  |  |  | 35,650 |  |  |  |  |  | 774,209 |
Noninterest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  |  | 39,199 |  |  |  | 14,175 |  |  |  | (1,000 | ) |  | (f) |  |  | 52,374 |
Fees and commissions |  |  | 17,901 |  |  |  | 16,270 |  |  |  | (9,114 | ) |  | (g) |  |  | 25,057 |
Insurance commissions |  |  | 11,102 |  |  |  | — |  |  |  | — |  |  |  |  |  | 11,102 |
Wealth management revenue |  |  | 22,132 |  |  |  | — |  |  |  | — |  |  |  |  |  | 22,132 |
Mortgage banking income |  |  | 32,413 |  |  |  | 2,866 |  |  |  | — |  |  |  |  |  | 35,279 |
Gain on debt extinguishment |  |  | 620 |  |  |  | — |  |  |  | — |  |  |  |  |  | 620 |
Net (losses) gains on sales of securities |  |  | (22,438 | ) |  |  | (9,716 | ) |  |  | — |  |  |  |  |  | (32,154 | )
Impairment losses on securities |  |  | (19,352 | ) |  |  | — |  |  |  | — |  |  |  |  |  | (19,352 | )
Bank-owned life insurance |  |  | 10,463 |  |  |  | 3,319 |  |  |  | — |  |  |  |  |  | 13,782 |
Other |  |  | 21,035 |  |  |  | 13,970 |  |  |  | — |  |  |  |  |  | 35,005 |
Total noninterest income |  |  | 113,075 |  |  |  | 40,884 |  |  |  | (10,114 | ) |  |  |  |  | 143,845 |
Noninterest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 281,768 |  |  |  | 93,412 |  |  |  | — |  |  |  |  |  | 375,180 |
Data processing |  |  | 15,195 |  |  |  | 2,771 |  |  |  | — |  |  |  |  |  | 17,966 |
Net occupancy and equipment |  |  | 46,471 |  |  |  | 21,368 |  |  |  | 463 |  |  | (h) |  |  | 68,302 |
Other real estate owned |  |  | 267 |  |  |  | 1,037 |  |  |  | — |  |  |  |  |  | 1,304 |
Professional fees |  |  | 13,671 |  |  |  | 6,446 |  |  |  | — |  |  |  |  |  | 20,117 |
Advertising and public relations |  |  | 14,726 |  |  |  | 833 |  |  |  | — |  |  |  |  |  | 15,559 |
Intangible amortization |  |  | 5,380 |  |  |  | 9,563 |  |  |  | 20,642 |  |  | (i) |  |  | 35,585 |
Communications |  |  | 8,238 |  |  |  | 3,579 |  |  |  | — |  |  |  |  |  | 11,817 |
Other |  |  | 53,906 |  |  |  | 39,896 |  |  |  | — |  |  |  |  |  | 93,802 |
Total noninterest expense |  |  | 439,622 |  |  |  | 178,905 |  |  |  | 21,105 |  |  |  |  |  | 639,632 |
Income before income taxes |  |  | 177,187 |  |  |  | 96,804 |  |  |  | 4,431 |  |  |  |  |  | 278,422 |
Income taxes |  |  | 32,509 |  |  |  | 21,347 |  |  |  | 931 |  |  | (j) |  |  | 54,787 |
Net income |  | $ | 144,678 |  |  | $ | 75,457 |  |  | $ | 3,500 |  |  |  |  | $ | 223,635 |
Basic earnings per share |  | $ | 2.58 |  |  | $ | 2.41 |  |  |  |  |  |  |  |  | $ | 2.56 |
Diluted earnings per share |  | $ | 2.56 |  |  | $ | 2.39 |  |  |  |  |  |  |  |  | $ | 2.54 |
Cash dividends per common share |  | $ | 0.88 |  |  | $ | 0.90 |  |  |  |  |  |  |  |  | $ | 0.88 |
Weighted-average common shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 56,099,689 |  |  |  | 31,373,718 |  |  |  | — |  |  | (k) |  |  | 87,473,407 |
Diluted |  |  | 56,448,163 |  |  |  | 31,565,791 |  |  |  | — |  |  | (k) |  |  | 88,013,954 |

Income Statement Merger Pro Forma Adjustments for the Twelve Months Ended December 31, 2023:

(a) Adjustments to interest income on loans: |  |  |  |
To eliminate The First’s discount accretion on previously acquired loans |  | $ | (17,514 | )
To reflect estimated accretion of the net discount on acquired loans |  |  | 68,962 |
|  | $ | 51,448 |
(b) Adjustments to interest income on securities: |  |  |  |
To reflect the reinvestment of securities in higher yielding investments at an estimated rate of 5.0% |  |  | 38,603 |
(c) Adjustments to interest expense on deposits: |  |  |  |
To eliminate The First’s historical amortization on previously acquired time deposits |  | $ | (760 | )
To reflect estimated amortization of the fair value adjustment on acquired time deposits |  |  | 3,554 |
|  | $ | 2,794 |
(d) Adjustments to interest expense on borrowings: |  |  |  |
To eliminate The First’s premium on previously acquired trust preferred securities |  | $ | (97 | )
To reflect estimated amortization of the fair value adjustment on acquired trust preferred securities |  |  | 430 |
To eliminate of The First’s historical issuance costs on subordinated debt |  |  | (785 | )
To eliminate interest expense on subordinated debt redeemed by Renasant acquisition on subordinated debt |  |  | (127 | )
To reflect the estimated amortization of the fair value adjustment on acquired subordinated debt |  |  | 2,071 |
|  | $ | 1,492 |
(e) Adjustment to provision expense: |  |  |  |
To reflect estimated provision expense for non-PCD loans at the date of acquisition |  | $ | 50,115 |
(f) Adjustment to service charges on deposit accounts: |  |  |  |
To reflect the estimated loss of fee income from the elimination of consumer nonsufficient funds fees and certain consumer overdraft fees |  | $ | (1,000 | )
(g) Adjustment to fees and commissions: |  |  |  |
To reflect the estimated loss of pre-tax income resulting from the application of the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 |  | $ | (9,114 | )
(h) Adjustment to net occupancy and equipment: |  |  |  |
To reflect estimated incremental depreciation expense for acquired real estate |  | $ | 463 |
(i) Adjustments to intangible amortization: |  |  |  |
To eliminate amortization of The First’s core deposit intangible |  | $ | (9,563 | )
To reflect the amortization of the core deposit intangible created as a result of Renasant’s acquisition of The First |  |  | 30,205 |
|  | $ | 20,642 |
(j) Adjustment to income taxes: |  |  |  |
To reflect the income tax effects of pro forma adjustments at the estimated statutory federal corporate tax rate of 21% |  | $ | 931 |
(k) Adjustments to basic and diluted weighted average common share outstanding: |  |  |  |
To reflect the elimination of all shares of common stock outstanding of The First and issuance of Renasant common stock calculated using an exchange ratio of 1:1 |  |  |  |
Basic: |  |  | 31,373,718 |
Diluted: |  |  | 31,565,791 |